<PAGE> 1
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to________
Commission file number 1-13516
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
-------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 36-3973627
-------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
3350 North Kedzie
Chicago, Illinois 60618-5722
----------------------------------------
(Address of principal executive offices)
(Zip Code)
(312) 478-2323
--------------------------------------------------
(Registrant's telephone number, including area code)
N/A
---------------------------------------------------
(Former name, former address and former fiscal year, if changed since
last report)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No
--- ---
APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY
PROCEEDINGS DURING THE PRECEDING FIVE YEARS:
Indicate by check mark whether the registrant has filed all documents
and reports required to be filed by Sections 12, 13 or 15(d) of the Securities
Exchange Act of 1934 subsequent to the distribution of securities under a plan
confirmed by a court. Yes No
--- ---
APPLICABLE ONLY TO CORPORATE ISSUERS:
The number of shares of issuer's Common Stock, par value $.01 per share,
outstanding as of August 11, 1998 was 6,769,425 shares.
<PAGE> 2
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
INDEX
<TABLE>
<CAPTION>
PART I. FINANCIAL INFORMATION Page (s)
- ------------------------------ -------
<S> <C>
Item 1. Financial Statements
Consolidated Balance Sheets
June 30, 1998 (Unaudited) and December 31, 1997 3
Consolidated Statements of Operations
(Unaudited) - for the three and six months ended
June 30, 1998 and 1997 4
Consolidated Statements of Cash Flows
(Unaudited) - for the six months ended
June 30, 1998 and 1997 5
Notes to Condensed Financial Statements (Unaudited) 6 - 7
Item 2. Management's Discussion and Analysis of Results of
Operations and Financial Condition 7 - 9
PART II. OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders 10
Item 6 - Exhibits and Reports on Form 8-K 10
Signatures 10
EXHIBIT II - Computation of Earnings Per Share 11
</TABLE>
2
<PAGE> 3
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
June 30, 1998 December 31, 1997
------------- -----------------
(Unaudited)
<S> <C> <C>
Assets
Current Assets:
Cash $ 86,219 $ 196,010
Accounts receivable, trade 14,005,192 9,468,624
Inventories 17,079,374 14,606,190
Income taxes refundable 359,423 355,439
Deferred income taxes 1,108,722 1,327,700
Prepaid expenses and other current assets 652,310 750,587
------------ -------------
33,291,240 26,704,550
------------ -------------
Property and Equipment, net 8,398,624 8,473,844
------------ -------------
Other Assets:
Goodwill, net 233,156 243,996
Other assets 702,424 927,331
------------ -------------
935,580 1,171,327
------------ -------------
$ 42,625,444 $ 36,349,721
============ =============
Liabilities and Stockholders' Equity
Current Liabilities:
Accounts payable, trade $ 10,595,987 $ 5,769,887
Long-term indebtedness, current portion 336,533 355,937
Accrued expenses and other current liabilities 2,578,797 2,636,479
------------ -------------
13,511,317 8,762,303
------------ -------------
Long-term Liabilities:
Revolving loan indebtedness 13,260,000 11,975,000
12.25% subordinated debenture 4,318,125 4,295,625
Long-term indebtedness, non-current portion 3,926,832 4,010,563
Deferred income taxes 209,840 215,877
Due to stockholders 0 21,064
------------ -------------
21,714,797 20,518,129
------------ -------------
Stockholders' Equity:
Preferred stock (authorized 1,000,000 shares, $.01
par value, none issued or outstanding) 0 0
Common stock (authorized 15,000,000 shares, $.01 par
value, 6,769,425 shares issued and outstanding) 67,694 67,694
Additional paid-in-capital 8,217,889 8,217,889
Retained earnings (655,756) (1,047,427)
Foreign currency translation adjustments (230,497) (168,867)
------------ -------------
7,399,330 7,069,289
------------ -------------
$42,625,444 $ 36,349,721
============ =============
</TABLE>
The accompanying notes are an integral part of the financial statements.
3
<PAGE> 4
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
-------------------------- -------------------------
1998 1997 1998 1997
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Net sales $19,473,885 $17,953,416 $33,998,198 $32,004,919
Cost of sales 15,254,026 13,817,094 26,746,372 25,064,641
---------- ---------- ---------- ----------
Gross profit 4,219,859 4,136,322 7,251,826 6,940,278
Selling, general, and administrative expenses 3,171,941 3,189,708 5,630,834 5,708,904
---------- ---------- ---------- ----------
Income from operations 1,047,918 946,614 1,620,992 1,231,374
---------- ---------- ---------- ----------
Other expense:
Provision for lawsuit settlement (151,000) 0 (151,000) 650,000
Interest expense 544,462 395,321 1,049,337 815,220
Other 121,217 (44,208) 91,584 (33,604)
---------- ---------- ---------- ----------
514,679 351,113 989,921 1,431,616
---------- ---------- ---------- ----------
Income (loss) before provision for income taxes 533,239 595,501 631,071 (200,242)
Income tax provision (benefit) 183,700 266,525 239,400 (35,475)
---------- ---------- ---------- ----------
Net income (loss) $ 349,539 $ 328,976 $ 391,671 $ (164,767)
========== ========== ========== ==========
Comprehensive income (loss) $ 307,870 $ 332,327 $ 330,041 $ (181,472)
========== ========== ========== ==========
Earnings per share:
Basic:
Net income (loss) per share $ 0.05 $ 0.05 $ 0.06 $ (0.02)
========== ========== ========== ==========
Weighted average number of common shares
outstanding 6,769,425 6,738,676 6,769,425 6,734,041
========== ========== ========== ==========
Diluted:
Net income (loss) per share $ 0.05 $ 0.05 $ 0.06 $ (0.02)
========== ========== ========== ==========
Weighted average number of common shares
outstanding 6,771,205 6,777,207 6,771,859 6,734,041
========== ========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the financial statements
4
<PAGE> 5
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
<TABLE>
<CAPTION>
Six Months Ended June 30,
==================================
1998 1997
----------- -----------
<S> <C> <C>
Cash flows from operating activities:
Net income (loss) $ 391,671 $ (164,767)
Adjustments to reconcile net income (loss) to net cash
provided by (used in) operating activities:
Depreciation and amortization 615,751 612,646
Provision for lawsuit settlement (151,000) 650,000
Effect of exchange rate changes (61,630) (16,705)
Compensation expense for stock options 0 79,048
Deferred income taxes and other 227,941 (92,304)
Changes in operating assets and liabilities:
Accounts receivable, trade (4,536,568) (3,888,740)
Inventories (2,473,184) 3,561,620
Prepaid expenses and other current assets 94,293 75,609
Other assets 63,708 136,811
Accounts payable, trade 4,826,098 (143,354)
Accrued expenses and other current liabilities 93,317 337,317
----------- -----------
Net cash provided by (used in) operating activities (909,603) 1,147,181
----------- -----------
Cash flows used in investing activities:
Purchase of property and equipment (368,489) (150,175)
----------- -----------
Net cash used in investing activities (368,489) (150,175)
----------- -----------
Cash flows from financing activities:
Net increase (decrease) in revolving loan indebtedness 1,285,000 (414,939)
Proceeds on notes payable 0 233,448
Principal (payments) on notes payable (95,635) (409,230)
Principal (payments) on subordinated notes 0 (375,000)
Principal (payments) on loans from shareholders (21,064) (72,288)
----------- -----------
Net cash provided by (used in) financing activities 1,168,301 (1,038,009)
----------- -----------
Net decrease in cash (109,791) (41,003)
Cash, beginning of period 196,010 63,706
----------- -----------
Cash, end of period $ 86,219 $ 22,703
=========== ===========
Supplemental disclosures of cash flow information:
Cash paid for interest $ 949,953 $ 607,789
----------- -----------
Cash paid for income taxes $ 24,406 $ 9,316
----------- -----------
</TABLE>
The accompanying notes are an integral part of the financial statements.
5
<PAGE> 6
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
NOTES TO CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
1. UNAUDITED INTERIM FINANCIAL STATEMENTS
Interim condensed financial statements are prepared pursuant to the requirements
for reporting on Form 10-Q. Accordingly, certain disclosures accompanying annual
financial statements prepared in accordance with generally accepted accounting
principles are omitted. For additional disclosures, see the Notes to
Consolidated Financial Statements contained in the Company's Annual Report on
Form 10-K for the year ended December 31, 1997.
In the opinion of management of Universal Automotive Industries, Inc. (the
"Company"), all adjustments, consisting solely of normal recurring adjustments,
necessary for the fair presentation of the financial statements for these
interim periods have been included. The current periods' results of operations
are not necessarily indicative of results which ultimately may be achieved for
the year.
2. INVENTORIES
June 30, 1998
-------------
Finished goods $14,743,767
Work in process 596,100
Raw materials 1,739,507
------------
$17,079,374
============
3. BASIS OF PRESENTATION
Income Taxes
The variation of the Company's effective tax rate from the federal statutory tax
rate is principally due to losses in the Company's Hungarian subsidiary for
which no tax benefits are available.
Net Income Per Share
Warrants and options issued by the Company are only included in the computation
of weighted average number of shares, where their inclusion is not
anti-dilutive. For the six months ended June 30, 1997, common stock equivalents
are not included in the weighted average number of shares outstanding in
determining net loss per share because their inclusion would be anti-dilutive.
4. LEGAL PROCEEDINGS
During 1995, a lawsuit was filed against the Company in the United States
Bankruptcy Court by the Trustee of the bankrupt estate of First National Parts
Exchange, Inc. ("the Estate") with which the Company had transacted both
purchases and sales of certain automotive parts in 1992 and 1993. A total of
$5,100,000 in damages was sought. The Company recorded a provision of $650,000
in the first quarter of 1997 to reflect a settlement agreement with the Trustee.
The settlement agreement lapsed as of July 31, 1997. Trial was held, and was
concluded in January, 1998. On July 10, 1998, the U. S. Bankruptcy Court ruled
that the vast majority of the Trustee's claims were invalid. The Company's
liability for the two claims held as valid is approximately $499,000. The
Company, therefore, recorded a favorable adjustment to the provision for loss of
$151,000 (pretax). The period for appeal has not yet run, and there can be no
assurances that the Trustee will not seek to appeal the verdict. The Company is
presently considering whether to appeal the two areas where valid claims were
determined.
6
<PAGE> 7
5. SUBORDINATED DEBENTURE
In connection with the sale of a $4,500,000 subordinated debenture on July 14,
1997, the Company issued a warrant to purchase 450,000 shares of the Company's
common stock at an exercise price equal to 80% of the average closing bid price
of the Company's common stock for the 20 days preceding July 14, 1998, (the
first anniversary of the debenture closing date). This warrant, therefore, is
exercisable at approximately $0.87 per share from July 14, 1998 to July 14,
2003. The debenture holder is also scheduled to receive an additional warrant to
purchase 225,000 shares on August 14, 1998 at an exercise price equal to 80% of
the average closing bid price of the Company's common stock for the twenty days
preceding the warrant issue date.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATION AND FINANCIAL CONDITION(1)
RESULTS OF OPERATIONS
Three Months Ended June 30, 1998 Compared To Three Months Ended June 30, 1997
Sales increased approximately $1.5 million or 8.5% over the same quarter in
1997 to $19,473,885. This increase is primarily due to gains in sales of brake
parts, especially friction products. Sales increases were also experienced to a
smaller extent in the Company's non-brake warehouse "commodities" and Hungarian
gray iron foundry.
Gross profits for the three months ended June 30, 1998 were $4,219,859 or
21.7% of net sales compared to $4,136,322 or 23.0% in the same period of 1997.
Such increase in gross profit was principally due to increased sales offset by
slightly lower gross profit percentages due to a more unfavorable sales mix
between brake and non-brake business.
Selling, general and administrative expenses for the three months ended
June 30, 1998 decreased slightly by $17,767 from $3,189,708 (17.8% of net sales)
for the second quarter of 1997 to $3,171,941 (16.3% of net sales). Selling,
general and administrative expenses as a percentage of sales decreased
principally because of the absence of abnormal bad debt charges incurred in the
second quarter of 1997 and because the sales mix has a heavier proportion of
non-brake sales in the second quarter of 1998 which requires less selling,
general and administrative expense compared to brake sales.
________________________________________________________________________________
(1) Some of the statements included in Management's Discussion and Analysis of
Financial Condition and Results of Operations, may be considered to be "forward
looking statements" since such statements relate to matters which have not yet
occurred. For example, phrases such as "the Company anticipates," "believes" or
"expects" indicate that it is possible that the event anticipated, believed or
expected may not occur. Should such event not occur, then the result which the
Company expected also may not occur or occur in a different manner, which may be
more or less favorable to the Company. The Company does not undertake any
obligation to publicly release the result of any revisions to these forward
looking statements that may be made to reflect any future event or
circumstances.
7
<PAGE> 8
Other expense for the three months ended June 30, 1998 increased to
$514,679 from $351,113 for the same period of 1997. The increase is attributable
to (a) an increase in interest expense due primarily to a higher level of
borrowing at June 30, 1998 compared to June 30, 1997, (b) a higher interest rate
with respect to the subordinated debenture issued in July, 1997, as compared to
the financing it replaced, (c) increase in foreign exchange losses due to
unfavorable fluctuations in the Canadian dollar, and (d) recording of a
favorable adjustment of $151,000 to the previously recorded provision for
lawsuit settlement (see Note 4 to the Condensed Financial Statements).
Net income for the three months ended June 30, 1998 was $349,539 compared
to net income of $328,976 for the same period in 1997. This increase in net
income is attributed to higher sales, flat selling, general and administrative
expenses and increased interest expense offset by increased gross profits and a
favorable adjustment to the provision for lawsuit settlement (see Note 4 to the
Condensed Financial Statements).
Six Months Ended June 30, 1998 Compared to Six Months Ended June 30, 1997
Net sales for the six months ended June 30, 1998 increased by $1,993,279 or
6.2% to $33,998,198. The sales increase is attributable to increased sales of
brake products, primarily friction products. Sales of non brake warehouse
"commodity" business and the Hungarian gray iron foundry were also slightly
higher than the same period in 1997.
Gross profits for the six months ended June 30, 1998 increased $311,548 or
4.5% to $7,251,826. The percent of gross profit for the six month period was
21.3% compared to 21.7% for the same 1997 period. The increase in gross profits
is due to increased sales for this six month period.
Selling, general and administrative expenses for the six months ended June
30, 1998 decreased $78,070 or 1.4% to $5,630,834 from $5,708,904 for the same
period in 1997. Such decrease was due primarily to an absence of abnormal bad
debt charges as were recorded in the 1997 six month to date period and because
of a slight shift in the sales mix to non brake sales which requires less
selling, general and administrative expense compared to brake sales.
Other Expense for the six months ended June 30, 1998 decreased by $441,695
to $989,921 from $1,431,616 for the same period of 1997. The decrease is
attributable to a provision for lawsuit settlement of $650,000 (pretax) recorded
in the first quarter of 1997 and a reduction in the provision in the second
quarter of 1998 as described in Note 4 to the Condensed Financial Statements
offset by (a) an increase in interest expense due primarily to a higher level of
borrowing at June 30, 1998 compared to June 30, 1997 (b) a higher interest rate
with respect to the subordinated debenture issued in July, 1997, as compared to
the financing it replaced, and (c) an increase in foreign exchange losses due to
unfavorable fluctuations in the Canadian dollar.
Net income for the six months ended June 30, 1998 was $391,671 compared to
a net loss of $164,767 for the same period in 1997. This increase in net income
is due to increased sales, approximately flat selling, general and
administrative expenses and a net lower other expense as described above.
8
<PAGE> 9
LIQUIDITY AND CAPITAL RESOURCES
Net cash used in operating activities for the six months ended June 30,
1998 was $909,603. This was due primarily to cash generated from operations
($1.02 million) which, coupled with cash generated through an increase in
accounts payable ($4.8 million), nearly offset cash required to finance growth
in accounts receivable ($4.5 million) and to increase inventories ($2.5 million)
to a level the Company considers necessary.
Net cash used in investing activities was $368,489, which is attributable
primarily to acquisition of various items of tooling and manufacturing
equipment. Net cash provided by financing activities was $1,168,301, consisting
primarily of borrowings under the Company's revolving credit agreement.
The Company expects to continue to finance its operations through cash flow
generated from operations, borrowings under the Company's bank lines of credit
and credit from its suppliers.
"YEAR 2000" COMPLIANCE
The Company has reviewed the computer systems and the related software in
use throughout its operations that could be affected by the Year 2000 issue. The
Year 2000 issue is the result of computer programs being written using two
digits rather than four to define the applicable year. Thus, time sensitive
software may recognize a date using the digits "00" as the year 1900 rather than
the year 2000. This could result in system failure or miscalculations. The
Company uses software under license from various vendors. The Company learned
that the software in use is either fully "Year 2000" compliant or, in one
instance, will be fully "Year 2000" compliant in a upgrade version to be
installed by the end of 1998. The Company believes that the cost of installation
and testing will not have a material effect on its financial position or results
of operations.
9
<PAGE> 10
PART II OTHER INFORMATION
Item 4 - Submission of Matters to a Vote of Security Holders
On June 9, 1998, Universal Automotive Industries, Inc. held its annual meeting
of shareholders. Present at this meeting, in person and by proxy, were
shareholders representing 5,838,000 of the 6,769,425 issued and outstanding
shares of Common Stock at the date of record (86.2% of the total number of
shares of Common Stock outstanding and entitled to vote). The following items
were voted upon at the meeting:
<TABLE>
<CAPTION>
a) The following Directors were elected to the Board:
- ----------------------------------------------------------------------------
Name Votes For Votes Against Votes Withheld
- ----------------------------------------------------------------------------
<S> <C> <C> <C>
Arvin Scott 5,828,650 0 9,350
- ----------------------------------------------------------------------------
Yehuda Tzur 5,828,650 0 9,350
- ----------------------------------------------------------------------------
Sami Israel 5,828,650 0 9,350
- ----------------------------------------------------------------------------
Eric Goodman 5,828,650 0 9,350
- ----------------------------------------------------------------------------
Sheldon Robinson 5,828,650 0 9,350
- ----------------------------------------------------------------------------
Sol S. Weiner 5,828,650 0 9,350
- ----------------------------------------------------------------------------
Dennis L. Kessler 5,828,650 0 9,350
- ----------------------------------------------------------------------------
</TABLE>
b) The firm of Altschuler, Melvoin and Glasser LLP was reappointed as the
Company's independent auditors for 1998. Holders of Common Stock holding
5,823,300 votes were cast in favor, 5,500 votes were cast against, and 9,200
shares abstained from voting.
Item 6 - Exhibits and Reports on Form 8-K
a) Exhibit 10 - Amended and Restated Share Option Plan
b) Exhibit 11 - Computation of Earnings Per Share
c) Exhibit 27 - Financial Data Schedule
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
/s/ ARVIN SCOTT
-------------------------------
Arvin Scott, Chief Executive
Officer, President
(Principal Executive Officer)
/s/ JEROME J. HISS
-------------------------------
Jerome J. Hiss, Chief Financial
Officer (Principal Financial Officer
and Principal Accounting Officer)
Date: August 13, 1998
10
<PAGE> 1
EXHIBIT 10
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
AMENDED AND RESTATED SHARE OPTION PLAN - EFFECTIVE JUNE 9, 1998
I. DEFINITIONS AND PURPOSES
A. Definitions
Unless otherwise specified or unless the context otherwise requires, the
following terms, as used in this Stock Option Plan, have the following meanings:
1. "Affiliate" means a corporation which, for purposes of Section 422 of
the Code, is a parent or subsidiary of the Corporation, direct or indirect, each
as defined in Section 424 of the Code.
2. "Board of Directors" or "Board" means the Board of Directors of the
Corporation.
3. "Code" means the United States Internal Revenue Code of 1986, as such
may be amended from time to time.
4. "Committee" means the committee to which the Board of Directors
delegates the power to act under or pursuant to the provisions of the Plan, or
the Board of Directors if no committee is selected.
5. "Corporation" means Universal Automotive Industries, Inc., a Delaware
corporation.
6. "Disability" or "Disabled" means permanent and total disability as
defined in Section 22(e)(3) of the Code.
7. "Incentive Option" means an Option, as identified below, which is
designated by the Committee as such and which, when granted, is intended to be
an "incentive stock option" as defined in Section 422 of the Code.
8. "Key Employee" means an employee of the Corporation or of an Affiliate,
(including, without limitation, an employee who is also serving as an officer or
director of the Corporation or of an Affiliate), designated by the Board of
Directors or the Committee to be eligible to be granted one or more Options
under the Plan.
9. "Nonstatutory Option" shall mean an Option, as defined below, which is
designated by the Committee as such and which, when granted, is not intended to
be an "incentive stock option," as defined in Code Section 422.
10. "Option" means a right or option granted under the Plan.
1
<PAGE> 2
11. "Option Agreement" means an agreement between the Corporation and a
Participant executed and delivered pursuant to the Plan.
12. "Participant" means a Key Employee to whom one or more Incentive
Options or Nonstatutory Options are granted under the Plan and an employee,
nonemployee director, advisor or independent contractor ("Non Key Employee") to
whom one or more Nonstatutory Options are granted under the Plan.
13. "Plan" means this Stock Option Plan.
14. "Shares" means the following shares of the capital stock of the
Corporation as to which Options have been or may be granted under the Plan:
700,000 authorized and unissued Common Stock, at One One-Hundredth Dollar
($0.01) par value including fractional shares, any shares of capital stock into
which the Shares are changed or for which they are exchanged within the
provisions of Article VI of the Plan.
15. "Survivors" means a deceased Participant's legal representative and/or
any person or persons who acquired the Participant's rights to an Option by will
or by the laws of descent and distribution.
B. Purposes of the Plan
The Plan is intended to encourage ownership of Shares by Key Employees,
non-employee directors and advisors, in order to attract such persons, to induce
such persons to remain in the employ of the Corporation or of an Affiliate, or
to serve or continue to serve as an advisor to the Corporation, and to provide
additional incentive for such persons to promote the success of the Corporation
or of an Affiliate.
II. SHARES SUBJECT TO THE PLAN
The aggregate number of Shares as to which Options may be granted from time
to time shall be Seven Hundred Thousand (700,000) Shares of the authorized and
unissued Common Stock, no par value all of which shall be eligible for grant as
Incentive Stock Options or Nonstatutory Options.
If an Option ceases to be "outstanding," in whole or in part, the Shares
which were subject to such Option shall be available for the granting of other
Options.
The aggregate number of Shares as to which Options may be granted shall be
subject to change only by means of an amendment of the Plan duly adopted by the
Corporation and approved by the stockholders of the Corporation within one year
before or after the date of the adoption of any such amendment, subject to the
provi-
2
<PAGE> 3
sions of Article VI.
III. ADMINISTRATION OF THE PLAN
The Plan shall be administered by the Board of Directors except to the
extent the Board of Directors delegates its authority hereunder to the
Committee. Subject to the provisions of the Plan, the Board of Directors or, if
such authority be delegated, the Committee is authorized to:
A. interpret the provisions of the Plan or of any Option or Option
Agreement and to make all rules and determinations which it deems necessary or
advisable for the administration of the Plan;
B. determine which employees of the Corporation or of an Affiliate shall be
designated as Key Employees and which of the Key Employees shall be granted
Options;
C. determine the Non Key Employees to whom Nonstatutory Options shall be
granted;
D. determine whether the Option to be granted shall be an Incentive Option
or Nonstatutory Option;
E. determine the number of Shares for which an Option or Options shall be
granted; and
F. specify the terms and conditions upon which Options may be granted;
provided however, that with respect to Incentive Options all such
interpretations, rules, determinations, terms and conditions shall be made and
prescribed in the context of preserving the tax status of the Incentive Options
as incentive stock options within the meaning of Section 422 of the Code.
All determinations of the Board of Directors or the Committee if applicable
shall be made by a majority of its members. No member of the Board or the
Committee shall be liable for any action or determination made in good faith
with respect to the Plan or any Option.
IV. ELIGIBILITY FOR PARTICIPATION
Each Participant receiving an Incentive Option must be a Key Employee of
the Corporation or of an Affiliate at the time an Incentive Option is granted.
The Board of Directors or if such authority be delegated, the Committee,
may at any time and from time to time grant one or more Options to one or more
Key Employees or Non-Key Employees and may designate the number of Shares to be
optioned under each Option so granted, provided, however, that no Incentive
Options shall be granted after the expiration of the earlier of ten (10) years
from
3
<PAGE> 4
the date of the adoption of the Plan by the Corporation or the approval of the
Plan by the Stockholders of the Corporation, and provided further, that the fair
market value (determined at the time the Option is granted) of the Shares with
respect to which Incentive Options are exercisable for the first time by such
Key Employee during any calendar year (under the Plan and under any other
Incentive Option plan of the Corporation or an Affiliate) shall not exceed
$100,000.
Notwithstanding the foregoing, no individual who is a director of the
Corporation or a member of the Committee shall be eligible to receive an Option
under the Plan unless the granting of such Option shall be approved by the Board
of Directors or the Committee, with all of the members voting thereon being
disinterested directors or members unless such vote is unanimous. For the
purpose of this Article IV, a "disinterested director or member" shall be any
director or member as the case may be who shall not then be, or at any time
within the year prior thereto have been considered to receive an Option under
the Plan.
Notwithstanding any of the foregoing provisions, the Board of Directors (or
the Committee if applicable) may authorize the grant of an Incentive Option to a
person not then in the employ of the Corporation or of an Affiliate, conditioned
upon such person becoming eligible to become a Participant at or prior to the
grant of such Option.
V. TERMS AND CONDITIONS OF OPTIONS
Each Incentive Option shall be set forth in an Option Agreement
substantially in the form hereto annexed and marked Exhibit A, duly executed on
behalf of the Corporation and by the Participant to whom such Option is granted.
Each Nonstatutory Option shall be set forth in an Option Agreement substantially
in the form hereto annexed and marked Exhibit B duly executed on behalf of the
Corporation and by the Participant to whom such Option is granted. Each such
Option Agreement shall be subject to at least the following terms and
conditions:
A. Option Price
The option price of each Option granted under the Plan shall be determined
by the Board of Directors (or the Committee, if such authority is delegated).
The Option price per share of the Shares covered by each Nonstatutory Option
shall be at such amount as may be determined by the Board of Directors in its
sole discretion on the date of the grant of the Option. In the case of an
Incentive Option, if the optionee owns directly or by reason of the applicable
attribution rules 10% or less of the total combined voting power of all classes
of share capital of the Corporation, the Option price per share of the Shares
covered by each Incentive Option shall be not less than the fair market value
per share of
4
<PAGE> 5
the Shares on the date of the grant of the Incentive Option. In all other cases
of Incentive Options, the Option price shall be not less than one hundred ten
percent (110%) of the said fair market value on the date of grant. If such
Shares are then listed on any national securities exchange, the fair market
value shall be the mean between the high and low sales prices, if any, on the
largest such exchange on the date of the grant of the Option, or, if none, on
the most recent trade date thirty (30) days or less prior to the date of the
grant of the Option. If the Shares are not then listed on any such exchange,
the fair market value of such Shares shall be the closing sales price if such is
reported or otherwise the mean between the closing "Bid" and the closing "Ask"
prices, if any, as reported in the National Association of Securities Dealers
Automated Quotation System ("NASDAQ") for the date of the grant of the Option,
or if none, on the most recent trade date thirty (30) days or less prior to the
date of the grant of the Option for which such quotations are reported. If the
Shares are not then either listed on any such exchange or quoted in NASDAQ, the
fair market value shall be the mean between the average of the "Bid" and the
average of the "Ask" prices, if any, as reported in the National Daily Quotation
Service for the date of the grant of the Option, or, if none, for the most
recent trade date thirty (30) days or less prior to the date of the grant of the
option for which such quotations are reported. If the fair market value cannot
be determined under the preceding three sentences, it shall be determined in
good faith by the Board of Directors (or the Committee if applicable).
B. Number of Shares
Each Option shall state the number of Shares to which it pertains.
C. Term of Option
Each Incentive Option shall terminate not more than ten (10) years from the
date of the grant thereof, or at such earlier time as the Option Agreement may
provide, and shall be subject to earlier termination as herein provided, except
that if the Option price is required under Paragraph A of this Article V to be
at least 110% of fair market value, each such Incentive Option shall terminate
not more than five (5) years from the date of the grant thereof. Each
Nonstatutory Option shall terminate not more than eleven (11) years from the
date of the grant thereof, or at such other earlier time as the Option Agreement
may provide, and shall be subject to earlier termination as herein provided.
D. Date of Exercise
Upon the authorization of the grant of an Option the Board of Directors (or
the Committee if applicable) may, subject to the provisions of Paragraph C of
this Article V, prescribe the date or
5
<PAGE> 6
dates on which the Option becomes exercisable, and may provide that the Option
rights accrue or become exercisable in installments over a period of years, or
upon the attainment of stated goals or combination thereof.
E. Medium of Payment
The Option price shall be payable upon the exercise of the Option. It
shall be payable in such form (permitted by Section 422 of the Code in the case
of Incentive Options), as the Board of Directors (or the Committee if
applicable) shall either by rules promulgated pursuant to the provisions of
Article III of the Plan, or in the particular Option Agreement, provide.
F. Termination of Employment
(1) An employee Participant who ceases to be an employee of the
Corporation or of an Affiliate for any reason, other than the death or
Disability of the Participant, may exercise all or any portion of his
Options to the extent that such right to exercise has occurred on the date
of his termination within thirty (30) days after such termination. A
Participant's employment shall not be deemed terminated by reason of a
transfer to another Employer which is an Affiliate of the Corporation.
(2) An employee Participant who ceases to be an employee of the
Company or of an Affiliate by reason of Disability may exercise all or a
portion of his Option to the extent that such right to exercise has accrued
on the date of his termination during the six (6) months immediately
following his termination.
(3) The Survivor of an employee Participant who ceases to be an
employee by reason of such employee's death, may exercise all or a portion
of an Option to the extent that such right to exercise has accrued on the
date of such Participant's death during the six (6) months immediately
following his death.
An employee Participant to whom an Option has been granted under the Plan
who is absent from work with the Corporation or with an Affiliate because of
temporary disability (any disability other than a Disability as defined in
Paragraph A.7. Article 1 hereof), or who is on leave of absence for any purpose
permitted by any authoritative interpretation (i.e., regulation, ruling, case
law, etc.) of Section 422 of the Code, shall not, during the period of any such
absence be deemed, by virtue of any such absence alone, to have terminated such
Participant's employment with the Corporation or an Affiliate, except as the
Board of Directors (or the Committee if applicable) may otherwise expressly
provide or determine.
6
<PAGE> 7
I. Exercise of Option and Issue of Stock
Options shall be exercised by giving written notice to the Corporation.
Such written notice shall: (1) be signed by the person exercising the Option,
(2) state the number of Shares with respect to which the Option, if any, is
being exercised, (3) contain the warranty required by paragraph M of this
Article V, and (4) specify a date (other than a Saturday, Sunday or legal
holiday) not less than five (5) nor more than ten (10) days after the date of
such written notice, as the date on which the Shares will be taken up and
payment made therefor. The conditions specified above may be waived in the sole
discretion of the Corporation. Such tender and conveyance shall take place at
the principal office of the Corporation during ordinary business hours, or at
such other hour and place agreed upon by the Corporation and the person or
persons exercising the Option. On the date specified in such written notice
(which date may be extended by the Corporation in order to comply with any law
or regulation which requires the Corporation to take any action with respect to
the Option Shares prior to the issuance thereof, whether pursuant to the
provisions of Article VII or otherwise), the Corporation shall accept payment
for the Option Shares and shall deliver to the person or persons exercising the
Option in exchange therefor a certificate or certificates for fully paid
non-assessable Shares. In the event of any failure to take up and pay for the
number of Shares specified in such written notice of the exercise of an Option
on the date set forth therein (or on the extended date as above provided) the
exercise of the Option shall terminate with respect to such number of Shares,
but shall continue with respect to the remaining Shares covered by the Option
and not yet acquired pursuant thereto.
J. Rights as a Stockholder
No Participant to whom an Option has been granted shall have rights as a
stockholder with respect to any Shares covered by such Option except as to such
Shares as have been issued to or registered in the Corporation's share register
in the name of such Participant upon the due exercise of the Option and tender
of the full Option price.
K. Assignability and Transferability of Option
By its terms, an Option granted to a Participant shall not be transferable
by the Participant and shall be exercisable, during the Participant's lifetime,
only by such Participant. Such Option shall not be assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not
be subject to execution, attachment or similar process. Any attempted transfer,
assignment, pledge, hypothecation or other disposition of any Option or of any
rights granted thereunder contrary to the provisions of this Article V, or the
levy of any attachment or similar process upon an Option or such rights, shall
be null and void.
L. Other Provisions
7
<PAGE> 8
The Option Agreement for an Incentive Option shall contain such limitations
and restrictions upon the exercise of the Option as shall be necessary in order
that such Option can be an "incentive stock option" within the meaning of
Section 422 of the Code. Further, the Option Agreements authorized under the
Plan shall be subject to such other terms and conditions including, without
limitation, restrictions upon the exercise of the Option, as the Board of
Directors (or the Committee, if applicable) shall deem advisable and which in
the case of Incentive Options are not inconsistent with the requirements of Code
Section 422.
M. Purchase For Investment
Unless the Shares to be issued upon the particular exercise of an Option
shall have been effectively registered under the Securities Act of 1933, as now
in force or hereafter amended, the Corporation shall be under no obligation to
issue the shares covered by such exercise unless and until the following
conditions have been fulfilled. The persons who exercise such Option shall
warrant to the Corporation that, at the time of such exercise, such persons are
acquiring their option shares for investment and not with a view to, or for sale
in connection with, the distribution of any such Shares. In such event, the
person(s) acquiring such Shares shall be bound by the provisions of the
following legend (or similar legend) which shall be endorsed upon the
certificate(s) evidencing their Option Shares issued pursuant to such exercise.
"The shares represented by this certificate have been acquired for
investment and they may not be sold or otherwise transferred by any person,
including a pledgee, in the absence of registration of the shares under the
Securities Act of 1933 or an opinion of counsel satisfactory to the
Corporation that an exemption from registration is then available."
N. Other Restrictions
In addition, the following legends, and such other legends as the Board
may determine, may be endorsed upon the certificate:
"The shares represented by this certificate are subject to all of the
terms, conditions, limitations and restrictions set forth in the Amended
Universal Automotive Industries, Inc. Share Option Plan ("Plan") approved
by the Corporation's stockholders on October 13, 1994, and a copy of which
is on file with the Corporation, and an option agreement (the "Option
Agreement") pursuant to which the shares have been acquired. All terms,
conditions, limitations and restrictions of the Plan and the Option
Agreement are fully binding upon the holder of this Certificate, his or her
successors, estate, heirs, assigns, personal representative, administrator,
executor or guardian as the case may be, for all purposes until such time
as all terms, conditions, limitations and restrictions of the Plan or the
Option
8
<PAGE> 9
Agreement are removed waived or otherwise vacated in a manner expressly
authorized thereunder."
Without limiting the generality of the foregoing the Corporation may delay
issuance of the Shares until completion of any action or obtaining any consent,
which the Corporation deems necessary under any applicable law (including
without limitation state securities or "blue sky" laws).
VI. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION
In the event that the authorized and outstanding Shares of the Corporation
are changed into or exchanged for a different number or kind of shares or other
securities of the Corporation or of another corporation by reason of any
reorganization, merger, consolidation, recapitalization, reclassification,
change in par value, stock split-up, combination of shares or dividend payable
in capital stock, or the like, appropriate adjustments to prevent dilution or
enlargement of the rights granted to or available for, Participants, shall be
made in the manner and kind of shares for the purpose of which Options may be
granted under the Plan, and, in addition, appropriate adjustment shall be made
in the number and kind of shares and in the option price per share subject to
outstanding Options. No such adjustment shall be made which shall, within the
meaning of Section 424 of the Code, constitute such a modification, extension or
renewal of an Incentive Option as to cause it to be considered as the grant of
a new Incentive Option.
VII. DISSOLUTION OR LIQUIDATION OF THE CORPORATION
Upon the dissolution or liquidation of the Corporation other than in
connection with a transaction to which the preceding Article VI is applicable,
all Options granted hereunder shall terminate and become null and void; provided
however, that if the rights of a Participant have not otherwise terminated and
expired, the Participant shall have the right immediately prior to such
dissolution or liquidation to exercise any Option granted hereunder to the
extent that the right to purchase shares thereunder has accrued as of the date
immediately prior to such dissolution or liquidation.
VIII. TERMINATION OF THE PLAN
The Plan shall terminate (10) years from the earlier of the date of its
adoption or the date of its approval by the stockholders. The Plan may be
terminated at an earlier date by vote of the stockholders or the Board of
Directors; provided, however, that any such earlier termination shall not affect
any Options granted or Option Agreements executed prior to the effective date of
such termination.
IX. AMENDMENT OF THE PLAN
9
<PAGE> 10
The Plan may be amended by the Board of Directors (but not by the
Committee) provided however, that no amendment may increase the numbers of
Shares on which Options may be granted other than as provided by Article VI or
change the designation of the class of employees eligible to receive Incentive
Options unless such amendment is approved by the stockholders within one (1)
year after such action by the Board of Directors. Except as approved by Article
VI, no amendment shall affect any Options theretofore granted or any Option
Agreements theretofore executed unless such amendment shall expressly so provide
and unless any Participant to whom an Option has been granted who would be
adversely affected by such amendment consents in writing thereto.
X. EMPLOYMENT RELATIONSHIP
Nothing herein contained shall be deemed to prevent the Corporation or an
Affiliate from terminating the employment or other service, including service as
a member of the Corporation's Scientific Advisory Board, of a Participant, nor
to prevent a Participant from terminating the Participant's employment or other
service with the Corporation or an Affiliate.
XI. INDEMNIFICATION OF COMMITTEE
In addition to such other rights of indemnification as they may have as
directors or as members of the Committee, the members of the Committee (or the
directors acting with respect to the Plan if there is no Committee) shall be
indemnified by the Corporation against all reasonable expenses, including
attorneys fees, actually and reasonably incurred in connection with the defense
of any action, suit or proceeding, or in connection with any appeal therein to
which they or any of them may be a party by reason of any action taken by them
as members of the Committee and against all amounts paid by them in settlement
thereof (provided such settlement is approved by independent legal counsel
selected by the Corporation) or paid by them in satisfaction of a judgment in
any such action, suit or proceeding, except in relation to matters as to which
it shall be adjudged in such action, suit or proceeding that such Committee
member is liable for gross negligence or willful misconduct in the performance
of his or her duties. To receive such indemnification, a Committee member must
first offer in writing to the Corporation the opportunity, at its own expense,
to defend any such action, suit or proceeding.
XII. EFFECTIVE DATE
This Plan shall become effective upon adoption by the Board of Directors,
provided that within one (1) year, before or after, such adoption by the Board
of Directors the Plan is approved by the stockholders of the Corporation.
XIII. GOVERNING LAW
This Plan and all determinations made and actions taken
10
<PAGE> 11
pursuant hereto, shall be governed by the laws of the State of Illinois and
construed in accordance therewith.
A True Copy
_______________________ Secretary
78801-2
11
<PAGE> 1
EXHIBIT 11
UNIVERSAL AUTOMOTIVE INDUSTRIES, INC.
COMPUTATION OF EARNINGS PER SHARE
(UNAUDITED)
<TABLE>
<CAPTION>
Three Months Ended June 30, Six Months Ended June 30,
-------------------------- ------------------------
1998 1997 1998 1997
---- ---- ---- ----
<S> <C> <C> <C> <C>
BASIC NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) $ 349,539 $ 328,976 $ 391,671 $ (164,767)
========== ========== ========== ==========
Weighted average common shares outstanding 6,769,425 6,738,656 6,769,425 6,734,041
========== ========== ========== ==========
Basic net income (loss) per common share $ 0.05 $ 0.05 $ 0.06 $ (0.02)
========== ========== ========== ==========
DILUTED NET INCOME (LOSS) PER COMMON SHARE
Net income (loss) $ 349,539 $ 328,976 $ 391,671 $ (164,767)
========== ========== ========== ==========
Weighted average common shares outstanding 6,769,425 6,738,656 6,769,425 6,734,041
Options and warrants assumed to be common stock
equivalents using treasury stock method 1,780 38,551 2.434 0
---------- ---------- ---------- ----------
Weighted average common shares outstanding, as
adjusted 6,771,205 6,777,207 6,771,859 6,734,041
========== ========== ========== ==========
Diluted net income (loss) per common share $ 0.05 $ 0.05 $ 0.06 $ (0.02)
========== ========== ========== ==========
</TABLE>
11
<TABLE> <S> <C>
<ARTICLE> 5
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1998
<CASH> 86,219
<SECURITIES> 0
<RECEIVABLES> 14,005,192
<ALLOWANCES> 0
<INVENTORY> 17,079,374
<CURRENT-ASSETS> 33,291,240
<PP&E> 11,555,219
<DEPRECIATION> 3,156,595
<TOTAL-ASSETS> 42,625,444
<CURRENT-LIABILITIES> 13,511,317
<BONDS> 21,504,957
67,694
0
<COMMON> 0
<OTHER-SE> 7,331,636
<TOTAL-LIABILITY-AND-EQUITY> 42,625,444
<SALES> 33,998,198
<TOTAL-REVENUES> 33,998,198
<CGS> 26,746,372
<TOTAL-COSTS> 26,746,372
<OTHER-EXPENSES> 5,571,418
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 1,049,337
<INCOME-PRETAX> 631,071
<INCOME-TAX> 239,400
<INCOME-CONTINUING> 391,671
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 391,671
<EPS-PRIMARY> .06
<EPS-DILUTED> .06
</TABLE>
